JKG LAND BERHAD ( JKG OR THE COMPANY ) DISPOSAL OF PROPERTIES TO RELATED PARTY BY JKG CENTRAL PARK SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF JKG 1. INTRODUCTION The Board of Directors of JKG ( Board ) wishes to announce that JKG Central Park Sdn Bhd ( JKG CP ), a wholly-owned subsidiary of the Company had on 28 July 2017 entered into separate Sale and Purchase Agreements ( SPA ) with the following related party ( Related Party ), for the sale of serviced apartments from its property development project known as The ERA @ Duta North (Kuala Lumpur) [ The ERA ] (collectively to be referred to as the Transactions ):- Purchaser (referred to as Related Party ) Description of the Transactions Total Selling Price (RM) Dato Thor Poh Seng 2 units of serviced apartments measuring approximately 1,033 sq. ft. and 1,302 sq. ft. respectively. 1,587,600.00 2. DETAILS OF THE RELATED PARTY TRANSACTIONS 2.1 Information on JKG CP JKG CP was incorporated as a private limited company in Malaysia under the Companies Act 1965 on 3 September 1993 with an issued share capital of RM400,000. JKG CP, a wholly-owned subsidiary of JKG, is a property development company. 2.2 Details of The ERA @ Duta North (Kuala Lumpur) The ERA is JKG Group s maiden property development project in the Klang Valley and is undertaken by JKG CP. The ERA is a mixed development project comprising 6 blocks of serviced apartments, 3-storey of terrace retail shops and offices, to be developed in 4 phases on a 14.8 acres freehold land, located at Mukim of Batu, Kuala Lumpur, with expected development period of 7 years to 10 years. 2.3 Original Cost and Expected Gains or Losses The Transactions are part of the properties launched and sold by JKG CP in the ordinary course of business under The ERA. The original cost and expected gains or losses arising thereof are therefore not applicable. 2.4 Liabilities to be assumed by the Related Party There are no liabilities to be assumed by the Related Party arising from the Transactions. Page 1 of 5
2.5 Salient terms of the SPA Below are extract of the salient terms of the SPA for the Transactions:- Manner of Payment of Purchase Price (i) (ii) The purchase price shall be paid by the Purchaser to the Developer by instalments and at the time and in the manner prescribed in the Third Schedule. The Developer is not bound to commence or complete the works in the order referred to in the Third Schedule and the Purchaser shall pay the instalments according to the stage of works completed by the Developer provided that any damage to the completed works by subsequent stage of works shall be repaired and made good by the Developer at its own cost and expense before the Purchaser takes vacant possession of the said Parcel. Every notice referred to in the Third Schedule requesting for payment shall be supported by a certificate signed by the Developer s architect or engineer in charge of the housing development and every such certificate so signed shall be proof of the fact that the works therein referred to have been completed. Late Payment Charges (i) (ii) Without prejudice to the Developer s right under clause 11 and subject to subclause (3), if any of the instalments set out in the Third Schedule shall remain unpaid by the Purchaser at the expiration of the period of thirty (30) days as stipulated in the Third Schedule, late payment charges on such unpaid instalment shall commence immediately thereafter and be payable by the Purchaser and such charges shall be calculated from day to day at the rate of ten per centum (10%) per annum. The Developer shall not be entitled to impose charges on the late payment in respect of any instalment if the delay in payment of such instalment is due to any one or more of the following: (a) (b) (c) the relevant notice for progressive claims referred to in the Third Schedule furnished by the Developer to the Purchaser, the Purchaser s Financier or the Government is not complete or does not comply with the requirement of subclause 5(2); in the event the said Land is encumbered to any bank or financial institution by the Developer, such bank or financial institution delays or fails to issue and deliver the redemption statement and undertaking letter in respect of the said Parcel to the Purchaser, the Purchaser s Financier or the Government; or in the event the said Land is encumbered to any bank or financial institution by the Developer, the Purchaser s Financier or the Government shall refuse to release the relevant portion of the sum financed equivalent to the progressive payment due on the ground that such progressive payment is insufficient to settle the full redemption sum payable in respect of the said Parcel; Page 2 of 5
(iii) In the event the Purchaser has obtained the Financial Facility from the Government, the Developer shall not be entitled to impose late payment charges in respect of any of the instalments set out in the Third Schedule for a period of six (6) months commencing from the date of this Agreement. 2.6 Basis for determining the Purchase Consideration The sale consideration for the property is based on standard terms and pricing applicable to the general public which is on normal commercial terms and subject to the Group s employee discount policy for employees and directors of the Group, if any. 2.7 Utilisation of proceeds The sale proceeds from the Transactions together with the proceeds from the sale of other properties to external parties form part of the profit margin and will be utilised as working capital for The ERA. 2.8 Information on the Related Party Related Party Dato Thor Poh Seng Nature of Relationship Executive Director of JKG. 3. RATIONALE OF THE TRANSACTIONS JKG CP is principally involved in property development. The sale of properties under The ERA to external and/ or related party are considered to fall within the ordinary course of business of JKG CP. The Transactions are a reflection of the confidence in and commitment to the JKG s own property project by director of JKG. The Transactions will form part of the revenue and profit margin of The ERA and sales proceeds will provide cash flow to JKG Group. 4. EFFECT OF THE TRANSACTIONS 4.1 Share capital The Transactions will not have any effect on the issued share capital of the Company. 4.2 Substantial shareholders shareholding There will be no effect on the substantial shareholders shareholding of JKG arising from the Transactions. Page 3 of 5
4.3 Net Assets (NA) and Earning per share The Transactions will not have any material effect on the NA and Earnings per share of JKG Group for the financial year ending 31 January 2018. 4.4 Gearing 5. RISK FACTOR The Transactions will not have any material effect on the gearing of JKG Group for the financial year ending 31 January 2018. JKG does not foresee any material risks arising from the Transactions which will materially affect the performance of JKG and of the Group. 6. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Transactions pursuant to Paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements computed based on the latest audited consolidated financial statements of JKG for the financial year ended 31 January 2017 is 0.53%. 7. ESTIMATED TIME FRAME FOR COMPLETION The Transactions are expected to be completed within Forty Eight (48) months from the date of the SPA. 8. APPROVAL REQUIRED The Transactions are incurred in the ordinary course of business and are not subject to the approval of the shareholders of JKG or any governmental or regulatory authorities. 9. TRANSACTION ENTERED IN THE PRECEDING 12 MONTHS There are no other transactions entered into between JKG Group and the Related Party and persons connected to him during the twelve (12) months preceding the date of this announcement. 10. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM Save for Related Party, none of the Directors and/ or major shareholders of JKG and/ or persons connected to them have any interests, direct or indirect, in the Transactions. 11. STATEMENT BY THE BOARD OF DIRECTORS The Board (save for Dato Thor Poh Seng) after having considered all aspects of the Transactions is of the opinion that the Transactions are in the best interest of JKG Group. 12. STATEMENT BY AUDIT COMMITTEE The Audit Committee of JKG, after having considered all aspects of the Transactions, is of the opinion that the Transactions are in the best interest of JKG Group, are fair, Page 4 of 5
reasonable and on normal commercial terms and are not detrimental to the interest of the minority shareholders of JKG. 13. DOCUMENTS AVAILABLE FOR INSPECTION A copy each of the separate SPA will be available for inspection at the Company s registered office during normal business hours for a period of 3 months from the date of this announcement. This announcement is dated 28 July 2017. Page 5 of 5